Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EiA6xIq0AAyksvdPnrDuqzptAynOh1DDehr4rzWoZOCNX/wG0GzakmbJ7sjymvfv m99SUBtLCQf5frTe+qpFfA== 0001193125-10-145751.txt : 20100624 0001193125-10-145751.hdr.sgml : 20100624 20100624125547 ACCESSION NUMBER: 0001193125-10-145751 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100624 DATE AS OF CHANGE: 20100624 GROUP MEMBERS: MALTA HEDGE FUND II, L.P. GROUP MEMBERS: MALTA HEDGE FUND, L.P. GROUP MEMBERS: MALTA OFFSHORE, LTD GROUP MEMBERS: MALTA PARTNERS, L.P. GROUP MEMBERS: SOAM CAPITAL PARTNERS, L.P. GROUP MEMBERS: SOAM HOLDINGS, LLC GROUP MEMBERS: TERRY MALTESE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERITAGE OAKS BANCORP CENTRAL INDEX KEY: 0000921547 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770388249 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61499 FILM NUMBER: 10914462 BUSINESS ADDRESS: STREET 1: 545 12TH ST CITY: PASO ROBLES STATE: CA ZIP: 93446 BUSINESS PHONE: 8052395200 MAIL ADDRESS: STREET 2: 545 12TH ST CITY: PASO ROBLES STATE: CA ZIP: 93446 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER ONEILL ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001040762 IRS NUMBER: 133906061 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129741700 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Heritage Oaks Bancorp

(Name of issuer)

Common Stock

(Title of class of securities)

42724R107

(CUSIP number)

June 14, 2010

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

þ Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 42724R107

Page 2 of 14 Pages


1. Name of Reporting Person Sandler O’Neill Asset Management, LLC
2. Check the Appropriate Box if a Member of a Group*		(a) ¨ (b) ¨
3. SEC Use Only
4. Citizen or Place of Organization New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5. Sole Voting Power
	6. Shared Voting Power 2,261,151
	7. Sole Dispositive Power
	8. Shared Dispositive Power 2,261,151
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,261,151
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*		¨
11. Percent of Class Represented by Amount in Row (9) 9.02%
12. Type of Reporting Person* 00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 42724R107

Page 3 of 14 Pages


1. Name of Reporting Person SOAM Holdings, LLC
2. Check the Appropriate Box if a Member of a Group*		(a) ¨ (b) ¨
3. SEC Use Only
4. Citizen or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5. Sole Voting Power
	6. Shared Voting Power 1,236,314
	7. Sole Dispositive Power
	8. Shared Dispositive Power 1,236,314
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,236,314
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*		¨
11. Percent of Class Represented by Amount in Row (9) 4.94%
12. Type of Reporting Person* 00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 42724R107

Page 4 of 14 Pages


1. Name of Reporting Person Malta Partners, L.P.
2. Check the Appropriate Box if a Member of a Group*		(a) ¨ (b) ¨
3. SEC Use Only
4. Citizen or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5. Sole Voting Power
	6. Shared Voting Power 53,215
	7. Sole Dispositive Power
	8. Shared Dispositive Power 53,215
9. Aggregate Amount Beneficially Owned by Each Reporting Person 53,215
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*		¨
11. Percent of Class Represented by Amount in Row (9) 0.21%
12. Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 42724R107

Page 5 of 14 Pages


1. Name of Reporting Person Malta Hedge Fund, L.P.
2. Check the Appropriate Box if a Member of a Group*		(a) ¨ (b) ¨
3. SEC Use Only
4. Citizen or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5. Sole Voting Power
	6. Shared Voting Power 186,823
	7. Sole Dispositive Power
	8. Shared Dispositive Power 186,823
9. Aggregate Amount Beneficially Owned by Each Reporting Person 186,823
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*		¨
11. Percent of Class Represented by Amount in Row (9) 0.75%
12. Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 42724R107

Page 6 of 14 Pages


1. Name of Reporting Person Malta Hedge Fund II, L.P.
2. Check the Appropriate Box if a Member of a Group*		(a) ¨ (b) ¨
3. SEC Use Only
4. Citizen or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5. Sole Voting Power
	6. Shared Voting Power 996,276
	7. Sole Dispositive Power
	8. Shared Dispositive Power 996,276
9. Aggregate Amount Beneficially Owned by Each Reporting Person 996,276
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*		¨
11. Percent of Class Represented by Amount in Row (9) 3.98%
12. Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 42724R107

Page 7 of 14 Pages


1. Name of Reporting Person Malta Offshore, Ltd
2. Check the Appropriate Box if a Member of a Group*		(a) ¨ (b) ¨
3. SEC Use Only
4. Citizen or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5. Sole Voting Power
	6. Shared Voting Power 378,684
	7. Sole Dispositive Power
	8. Shared Dispositive Power 378,684
9. Aggregate Amount Beneficially Owned by Each Reporting Person 378,684
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*		¨
11. Percent of Class Represented by Amount in Row (9) 1.51%
12. Type of Reporting Person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 42724R107

Page 8 of 14 Pages


1. Name of Reporting Person SOAM Capital Partners, L.P.
2. Check the Appropriate Box if a Member of a Group*		(a) ¨ (b) ¨
3. SEC Use Only
4. Citizen or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5. Sole Voting Power
	6. Shared Voting Power 646,153
	7. Sole Dispositive Power
	8. Shared Dispositive Power 646,153
9. Aggregate Amount Beneficially Owned by Each Reporting Person 646,153
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*		¨
11. Percent of Class Represented by Amount in Row (9) 2.58%
12. Type of Reporting Person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 42724R107

Page 9 of 14 Pages


1. Name of Reporting Person Terry Maltese
2. Check the Appropriate Box if a Member of a Group*		(a) ¨ (b) ¨
3. SEC Use Only
4. Citizen or Place of Organization USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5. Sole Voting Power
	6. Shared Voting Power 2,261,151
	7. Sole Dispositive Power
	8. Shared Dispositive Power 2,261,151
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,261,151
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*		¨
11. Percent of Class Represented by Amount in Row (9) 9.02%
12. Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 42724R107

Page 10 of 14 Pages

Item 1(a). Name of Issuer:

Heritage Oaks Bancorp

Item 1(b). Address of Issuer’s Principal Executive Offices:

545 12^th Street, Paso Robles, California 93446

Item 2(a). Name of Person Filing:

This statement is being filed by (i) Sandler O’Neill Asset Management LLC, a New York limited liability company (“SOAM”), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership (“MP”), Malta Hedge Fund, L.P., a Delaware limited partnership (“MHF”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”) and Malta Offshore, Ltd., a Cayman Islands company (“MO”), (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MP, MHF and MHFII, (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it, and (vii) Terry Maltese as Managing Member of SOAM, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII and MO; and as managing member of SOAM Ventures, LLC (“Ventures”), a Delaware limited liability company, with respect to shares of Common Stock beneficially owned by SOAM Capital Partners, L.P. (“SCP”), a Delaware limited partnership of which Ventures is the management company. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons”.

Item 2(b). Address of Principal Business Office:

The address of the principal offices of each of MP, MHF, MHFII, SCP, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 780 Third Avenue, 5^th Floor, New York, New York 10017. The address of the principal office of MO is c/o Citi Hedge Fund Services (Cayman) Limited, Cayman Corporate Center, 27 Hospital Road, George Town, Grand Cayman, Cayman Islands, British West Indies.

Item 2(c). Citizenship:

Mr. Maltese is a U.S. Citizen.

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

42724R107

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person

filing is a:

Not Applicable

SCHEDULE 13G

CUSIP No. 42724R107

Page 11 of 14 Pages

Item 4. Ownership.

(a) and (b) Based upon an aggregate of 25,062,687 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on June 14, 2010:

(i)

MP beneficially owned 53,215 shares of Common Stock, constituting 0.21% of the shares outstanding.

(ii)

MHF beneficially owned 186,823 shares of Common Stock, constituting approximately 0.75% of the shares outstanding.

(iii)

MHFII beneficially owned 996,276 shares of Common Stock, constituting approximately 3.98% of the shares outstanding.

(iv)

MO beneficially owned 378,684 shares of Common Stock, constituting approximately 1.51% of the shares outstanding.

(v)

SCP beneficially owned 646,153 shares of Common Stock, constituting approximately 2.58% of the shares outstanding.

(vi)

SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, and SCP, SOAM may be deemed to beneficially own the 53,215 shares owned by MP, the 186,823 shares owned by MHF, the 996,276 shares owned by MHFII, the 378,684 shares owned by MO, and the 646,153 shares owned by SCP, or an aggregate of 2,261,151 shares of Common Stock, constituting approximately 9.02% of the shares outstanding.

(vii)

Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF and MHFII, Holdings may be deemed to beneficially own the 53,215 shares owned by MP, the 186,823 shares owned by MHF, and the 996,276 shares owned by MHFII, or an aggregate of 1,236,314 shares of Common Stock, constituting approximately 4.94% of the shares outstanding.

(viii)

Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 53,215 shares owned by MP, the 186,823 shares owned by MHF, the 996,276 shares owned by MHFII, the 378,684 shares owned by MO, and the 646,153 shares owned by SCP, or an aggregate of 2,261,151 shares of Common Stock, constituting approximately 9.02% of the shares outstanding.

(ix)

In the aggregate, the Reporting Persons beneficially own 2,261,151 shares of Common Stock, constituting approximately 9.02% of the shares outstanding.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

No Reporting Person has sole power to vote or to direct the vote over the shares held by such Reporting Person.

(ii) Shared power to vote or to direct the vote:


MP:	53,215	MO:	378,684	HOLDINGS:	1,236,314
MHF:	186,823	SCP:	646,153	MR. MALTESE:	2,261,151
MHFII:	996,276	SOAM:	2,261,151

SCHEDULE 13G

CUSIP No. 42724R107

Page 12 of 14 Pages

(iii) Sole power to dispose or to direct the disposition of:

No Reporting Person has sole power to dispose or to direct the disposition over the shares held by such Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:


MP:	53,215	MO:	378,684	HOLDINGS:	1,236,314
MHF:	186,823	SCP:	646,153	MR. MALTESE:	2,261,151
MHFII:	996,276	SOAM:	2,261,151

Each of the Reporting Persons hereby disclaims any beneficial ownership of any Shares in excess of their actual beneficial ownership thereof.

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being

Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits: [Exhibit I: Joint Acquisition Statement, dated as of June 24, 2010.]

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 24, 2010


MALTA PARTNERS, L.P.		MALTA HEDGE FUND, L.P.

By: SOAM Holdings, LLC, the sole general partner		By: SOAM Holdings, LLC, the sole general partner

By: /s/ Terry Maltese Terry Maltese Managing Member		By: /s/ Terry Maltese Terry Maltese Managing Member


MALTA OFFSHORE, LTD		MALTA HEDGE FUND II, L.P.

By: Sandler O’Neill Asset Management LLC		By: SOAM Holdings, LLC, the sole general partner

By: /s/ Terry Maltese Terry Maltese President		By: /s/ Terry Maltese Terry Maltese Managing Member


SOAM CAPITAL PARTNERS, L.P.		Sandler O’Neill Asset Management LLC

By: SOAM Venture Holdings

By: /s/ Terry Maltese Terry Maltese Managing Member		By: /s/ Terry Maltese Terry Maltese President


SOAM Holdings, LLC		Terry Maltese

By: /s/ Terry Maltese Terry Maltese Managing Member		By: /s/ Terry Maltese Terry Maltese

Page 13 of 14

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: June 24, 2010


MALTA PARTNERS, L.P.		MALTA HEDGE FUND, L.P.

By: SOAM Holdings, LLC, the sole general partner		By: SOAM Holdings, LLC, the sole general partner

By: /s/ Terry Maltese Terry Maltese Managing Member		By: /s/ Terry Maltese Terry Maltese Managing Member


MALTA OFFSHORE, LTD		MALTA HEDGE FUND II, L.P.

By: Sandler O’Neill Asset Management LLC		By: SOAM Holdings, LLC, the sole general partner

By: /s/ Terry Maltese Terry Maltese President		By: /s/ Terry Maltese Terry Maltese Managing Member


SOAM CAPITAL PARTNERS, L.P.		Sandler O’Neill Asset Management LLC

By: SOAM Venture Holdings

By: /s/ Terry Maltese Terry Maltese Managing Member		By: /s/ Terry Maltese Terry Maltese President


SOAM Holdings, LLC		Terry Maltese

By: /s/ Terry Maltese Terry Maltese Managing Member		By: /s/ Terry Maltese Terry Maltese

Page 14 of 14

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